OriginWater

Dec 5, 2020

. 12/05/2020 | 09:43am EST Message : *Required fields Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 中國交通建設股份有限公司 (A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 1800) FORMATION OF A PROJECT COMPANY The Board announces that, on 30 November 2020, CCCC Second Harbour, China Urban and Rural, OriginWater, China Railway 18th Bureau, Changjiang New Town Construction Investment, CITIC Construction and Xinheng Yintong entered into the Shareholders' Contract for the joint investment in the Infrastructure PPP Project of Starting Area of Changjiang New Town in Wuhan. Pursuant to the Shareholders' Contract, the registered capital of the Project Company is approximately RMB1,596 million, of which approximately RMB984 million, RMB324 million, RMB192 million, RMB48 million, RMB16 million, RMB16 million and RMB16 million will be contributed by Xinheng Yintong, CCCC Second Harbour, CITIC Construction, Changjiang New Town Construction Investment, China Urban and Rural, OriginWater and China Railway 18th Bureau, respectively, accounting for 61.67%, 20.33%, 12.00%, 3.00%, 1.00%, 1.00% and 1.00% of the total registered capital of the Project Company, respectively. As at the date of this announcement, China Urban and Rural and OriginWater are subsidiaries of CCCG, the controlling Shareholder of the Company which holds approximately 57.99% interests in the issued ordinary shares of the Company. China Urban and Rural and OriginWater are thus connected persons of the Company under the Hong Kong Listing Rules. As such, the formation of the Project Company under the Shareholders' Contract constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio in respect of the formation of the Project Company under the Shareholders' Contract exceeds 0.1% but is less than 5%, the Shareholders' Contract and the transaction contemplated thereunder is subject to the announcement requirement but is exempted from the independent Shareholders' approval requirement under the Hong Kong Listing Rules. - 1 - BACKGROUND The Board announces that, in accordance with the resolution passed at the fortieth meeting of the fourth session of the Board, on 30 November 2020, CCCC Second Harbour, China Urban and Rural, OriginWater, China Railway 18th Bureau, Changjiang New Town Construction Investment, CITIC Construction and Xinheng Yintong entered into the Shareholders' Contract for the joint investment in the Infrastructure PPP Project of Starting Area of Changjiang New Town in Wuhan. Pursuant to the Shareholders' Contract, the registered capital of the Project Company is approximately RMB1,596 million, of which approximately RMB984 million, RMB324 million, RMB192 million, RMB48 million, RMB16 million, RMB16 million and RMB16 million will be contributed by Xinheng Yintong, CCCC Second Harbour, CITIC Construction, Changjiang New Town Construction Investment, China Urban and Rural, OriginWater and China Railway 18th Bureau, respectively, accounting for 61.67%, 20.33%, 12.00%, 3.00%, 1.00%, 1.00% and 1.00% of the total registered capital of the Project Company, respectively. SHAREHOLDERS' CONTRACT Date: (6) Contract was determined after arm's length negotiations among the parties after taking into account various factors, including the nature of business, the demand for working capital and future development plans of the Project Company. Payment of the capital contribution: respective shareholding in the Project Company: (1) the initial capital contribution is 10% of the total registered capital of the Project Company, which shall be paid within 30 days from the date of formation of the Project Company; registered capital of the Project Company, which shall be paid within 60 days from the date of formation of the Project Company; and 18 months after the formation of the Project Company according to the project progress and financing needs. Scope of business: to include investment, construction and operation of urban municipal roads, bridges, tunnels, utility tunnels, recycled water plants and related ancillary works and facilities; municipal public facility management services, planning management services, engineering management services, consulting services, city outlook management services, urban sanitary management services; urban greening management services; advertising operation; domestic trade of goods permitted by laws and regulations (subject to registration with the industrial and commercial authorities). Board of directors: seven directors. CCCC Second Harbour, Changjiang New Town Construction Investment, CITIC Construction and Xinheng Yintong are entitled to appoint one director, one director, one director and three directors, respectively. The Project Company will elect one employee representative director through the employee representative congress, the employees' meeting or other democratic methods. - 3 - The purpose of formation of the Project Company is for joint investment in the Infrastructure Project of Starting Area of Changjiang New Town in Wuhan, which mainly involves the construction and operation of the sewage treatment plant. The project is in line with the national industrial policies, the Group's development direction of investment business and the layout of investment regions, which will help the Group to explore Changjiang New Town in Wuhan and gain a stronger foothold in the local market of Wuhan. Both of China Urban and Rural and OriginWater possess the industry's leading water treatment technology and rich experience in the operation of sewage treatment plant, the participation of which will help to promote the smooth implementation of the project and enhance the quality of the project, contributing to the achievement of the overall interests of the Company and its Shareholders as a whole. CONFIRMATION FROM DIRECTORS Mr. Wang Tongzhou and Mr. Liu Maoxun, being the Directors of the Company, are also the directors of CCCG, and therefore are deemed to have a material interest in the transaction contemplated under the Shareholders' Contract, and have abstained from voting on the relevant Board resolution. Save for the abovementioned Directors, none of the other Directors of the Company has or is deemed to have a material interest in the aforesaid connected transaction. The Directors (including independent non-executive Directors), having made all reasonable and due enquiries, are of the view that the terms of the Shareholders' Contract are fair and reasonable and on normal commercial terms, and the transaction contemplated thereunder is conducted in the ordinary and usual course of business of the Company and is in the interests of the Company and its Shareholders as a whole. IMPLICATIONS OF HONG KONG LISTING RULES As at the date of this announcement, China Urban and Rural and OriginWater are subsidiaries of CCCG, the controlling Shareholder of the Company which holds approximately 57.99% interests in the issued ordinary shares of the Company. China Urban and Rural and OriginWater are thus connected persons of the Company under the Hong Kong Listing Rules. As such, the formation of the Project Company under the Shareholders' Contract constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio in respect of the formation of the Project Company under the Shareholders' Contract exceeds 0.1% but is less than 5%, the Shareholders' Contract and the transaction contemplated thereunder is subject to the announcement requirement but is exempted from the independent Shareholders' approval requirement under the Hong Kong Listing Rules. - 4 - This is an excerpt of the original content. To continue reading it, access the original document here . Attachments